Joe DwyerJoe Dwyer

Investment Research AnalystInvestment Research Analyst

ExperienceExperience

Samford UniversitySamford University Time in MexicoTime in Mexico Politics and MarketingPolitics and Marketing CNL Capital MarketsCNL Capital Markets

Robinhood MHPRobinhood MHP

59 lot rents 59 lot rents 7 Acres (Daytona)7 Acres (Daytona) City Water/SewerCity Water/Sewer Tenants all 55+ Tenants all 55+ Sales Price = $1.6MSales Price = $1.6M NOI = $143,750.72NOI = $143,750.72

Cap Rate = 9%(+/-)Cap Rate = 9%(+/-)

Robinhood P&LRobinhood P&L

Created an excel Created an excel spreadsheet with the spreadsheet with the income and expensesincome and expenses

At the bottom it also At the bottom it also shows the limited shows the limited partner’s income per partner’s income per investment unit.investment unit.

A similar document could A similar document could be used for future land be used for future land use and income use and income projections.projections.

INCOME: Monthly Annual No. Units Lot Rental Total Rents

Space Rentals 14,927.00$ 179,124.00$ 59 253.00$ 14,927.00$

Laundry Income 83.00$ 996.00$ Late Fees 150.00$ 1,800.00$ Applicant Screening 80.00$ 960.00$ Water and Sewer Income (Pass Through) 1,117.69$ 13,412.28$ TOTAL INCOME: 16,357.69$ 196,292.28$

EXPENSES:Wages--manager 100.00$ 1,200.00$ Taxes--payroll -$ -$ Bank charges 14.00$ 168.00$ Postage and delivery -$ 78.72$ Office expense -$ -$ Off site management fee 849.00$ 10,188.00$ Computer expense -$ -$ Contract labor -$ -$ Telephone -$ -$

Accounting 75.00$ 375.00$ Legal -$ -$ Advertising -$ -$ Landscaping and maintenance 200.00$ 2,400.00$ Maintenance -$ -$ Electricity 171.26$ 2,055.12$ (Water and sewer) Pass through (1,284.69)$ (15,416.26)$ Propane gas 67.64$ 780.37$ Electrical repair -$ 260.00$ Plumbing repair 60.00$ 370.00$ Taxes -$ 16,625.07$ Licenses and permits -$ 963.00$ Insurance -$ 1,662.00$ TOTAL EXPENSES: 2,821.59$ 52,541.56$

Sale Price 1,500,000.00$ 25% Down 375,000.00$ Debt 1,125,000.00$

Debt Service 78,750.00$ (Monthly) 6,562.50$

Net Income before financing 143,750.72$ Net Income after debt service 65,000.72$

Partner A Income 10,000.00$ Partner B Income 10,000.00$ Partner C Income 10,000.00$ Partner D Income 10,000.00$ Total to LP 40,000.00$

General Partner 25,000.72$

The Term SheetThe Term SheetTerm Sheet

For Private Placement Of Series A Preferred Units Of Robinhood Partners LLC

June 20th, 2005 This term sheet summarizes the principal terms of the Series A-round financing of Robinhood Partners LLC. Offering Terms__________________________________________________________ Issuer: Robinhood Partners LLC

Securities to be Issued: 10 Units

Aggregate Proceeds: $400,000

Price: $50,000 per unit

Pre-money valuation: $1.5 million Use of Proceeds: The Company will use such capital to

acquire and manage a Mobile Home Park. Use of Leverage: $1.1 million Expected Closing Date: Expected to occur within 90 days.

Investors: Investor Amount (US$) Limited Partner A $100,000 Limited Partner B $100,000 Limited Partner C $100,000 Limited Partner D $100,000 Terms of Series A Preferred Unit___________________________________________ Dividends: Annual $5,000 per unit dividend, payable

when and if declared by Board; dividends are not cumulative.

Liquidation Preference: In the event of any liquidation or winding

up of the company, the holders of Preferred units shall be entitled to receive an amount equal to $50,000 per unit plus any declared but unpaid dividends on such units.

A formal representation A formal representation of what investors capital of what investors capital would be used for.would be used for.

It included the General It included the General Partners compensation Partners compensation responsibilities.responsibilities.

It also provided a It also provided a framework for future land framework for future land use and shareholder use and shareholder valuations. valuations.

Due Diligence Due Diligence QuestionnaireQuestionnaire

Created Questionnaire to Created Questionnaire to discuss important issues.discuss important issues.

This addressed their This addressed their main concerns and main concerns and helped me to structure helped me to structure the term sheet.the term sheet.

These questions came These questions came directly from the directly from the investors emails.investors emails.

Robinhood Limited Partners LLC

Due Diligence Questionnaire

1) What are the assumed amounts of LP and GP investments in determining the $40K and $25K allocations?

The total amount of assumed LP investments in this projection is $400K. The GP compensation is described in the term sheet as well as the operating agreement and is conditional and subordinated to the LP’s distribution.

2) Do you contemplate the same allocations when the property is disposed?

No. When the partnership is liquidated, every one will receive their initial investment amount and their percentage of the profits, which will be split according to each partners equity position. The four LP’s will each have a 22.25% equity position and the GP will have a 10% equity position, with an option to buy another 10% if specific milestones are met in operating and developing the partnership. This would result in 5 partners with 20% equity. This will insure that the GP has a financial incentive to pursue the full development of the property.

3) Do you contemplate taking any management and/or acquisition fees?

Yes. The management fee is about 2% of gross income. The real estate agent that is representing our partnership is willing to split his commission with the General Partner.

4) Are you using a real estate agent or is only the listing agent involved?

The partnership will have its on agent.

5) Where are you on negotiating the price?

The listing agent is telling me that the owner is not flexible on the 1.6M price. I haven’t made an offer but I’m looking to make an offer of 1.4M. If we end up at 1.5M before the due diligence period, I will not be disappointed. Once the due diligence is completed we will have a much greater idea of how to better value this park.

6) Do you have any info on zoning matters that might impact the ability to develop the property for an alternative use down the road?

Yes. The majority of the property is zoned R-1(single family residential) The Mason Ave. frontage is zoned BA (business automotive). The future land use for the Mason Ave. frontage is commercial retail. The empty lot next door is zoned R-2. There is good reason to believe that the city would be in favor of replacing a MHP with student housing because there is a need for this type of housing in the area and most cities are eager to replace Mobile Home Parks.

Marketing the DealMarketing the Deal

Shot & edited video Shot & edited video of the property for of the property for marketing purposes.marketing purposes.

Hosted the video file Hosted the video file on my personal blog.on my personal blog.

Sent links via email Sent links via email to each limited to each limited partner with a copy partner with a copy of the Term sheet & of the Term sheet & the questionnaire.the questionnaire.

ResearchResearch

Website with address Website with address information for all the information for all the parks in the U.S.parks in the U.S.

Website with size Website with size and phone numbers and phone numbers of all the U.S. parksof all the U.S. parks

Triangulated both Triangulated both sites for future sites for future marketing campaignsmarketing campaigns

ResearchResearch

This guide is from an This guide is from an industry expertindustry expert

It provided me with a It provided me with a standard set of standard set of multiples to use in multiples to use in making an offer.making an offer.

I met with him over I met with him over dinner to discuss my dinner to discuss my project.project.

More ResearchMore Research

This is an article from This is an article from a company that I feel a company that I feel is right on the moneyis right on the money

It discusses how they It discusses how they seek to create seek to create unique acquisitions unique acquisitions structures.structures.

I plan to use some of I plan to use some of their methods. their methods.

Research ToolsResearch Tools

Using new internet Using new internet research tools.research tools.

Examples:Examples: Del.icio.us, Del.icio.us, FeedDemon, FeedDemon, Technorati…Technorati…

Networking with Networking with other industry other industry professionals. professionals.

Friends in the businessFriends in the business

This blog is from a This blog is from a friend that works as friend that works as an analyst for a VC an analyst for a VC firm in NYC.firm in NYC.

I am also friends with I am also friends with analysts within CNL.analysts within CNL.

I created my own I created my own blog and contribute blog and contribute to it regularly. to it regularly.

Determined PotentialDetermined Potential

This is the team This is the team This is the position This is the position I want to be I want to be

challengedchallenged I want to develop I want to develop

new skillsnew skills Give me a chance to Give me a chance to

prove it.prove it.